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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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THE SCOTTS COMPANY
(Exact name of registrant as specified in its charter)
OHIO 31-1199481
(State of Incorporation (IRS Employer
or organization) Identification No.)
14111 SCOTTSLAWN ROAD
MARYSVILLE, OHIO 43041
(513) 644-0011
(Address of Principal Executive Offices)
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
COMMON SHARES, WITHOUT PAR VALUE NEW YORK STOCK EXCHANGE
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Securities to be registered pursuant to Section 12(g) of the Act:
NONE
Item 1. Description of Registrant's Securities to be Registered
The description of the Registrant's Common Shares, without par value,
contained under the heading "DESCRIPTION OF THE CAPITAL STOCK OF THE COMPANY"
on pages 48 through 49 of the Registrant's Proxy Statement/Prospectus dated
March 15, 1995 (the "Proxy Statement"), contained in the Registrant's
Registration Statement on Form S-4 (File No. 33-57575) is incorporated herein
by reference.
Certain of the existing shareholders of the Registrant's Common Shares,
or of securities of the Registrant convertible into or exercisable for the
Registrant's Common Shares, are subject to the restrictions described under
the heading "THE AGREEMENT - Standstill Provisions" on pages 20 through 23 of
the Proxy Statement, which description is incorporated herein by reference.
The description of certain provisions of the Registrant's Amended
Articles of Incorporation and Code of Regulations contained under the heading
"PROTECTION AGAINST NON-NEGOTIATED TAKEOVERS" on pages 29 through 31 of the
Proxy Statement is incorporated herein by reference.
Item 2. Exhibits
The following exhibits are filed as part of the registration statement:
1.1 Specimen certificate representing the Common Shares.
2.1 Amended and Restated Agreement and Plan of Merger dated as of May
19, 1995, among Stern's Miracle-Gro Products, Inc., Stern's
Nurseries, Inc., Miracle-Gro Lawn Products Inc., Miracle-Gro
Products Limited, the Hagedorn Partnership, L.P., the general
partners of the Hagedorn Partnership, Community Funds, Inc., Horace
Hagedorn, John Kenlon, the Registrant and ZYX Corporation
(incorporated by reference to Exhibit 2(b) to the Registrant's
Current Report on Form 8-K dated June 1, 1995 (File No. 0-19768) and
filed through the EDGAR System (the "Form 8-K")).
2.2 Amended Articles of Incorporation of the Registrant as filed with
the Ohio Secretary of State on September 20, 1994 (incorporated
herein by reference to Exhibit 3(a) to the Registrant's Annual
Report on Form 10-K for the fiscal year ended September 30, 1994
(File No. 0-19768)).
2.3 Certificate of Amendment by Shareholders of the Amended Articles of
Incorporation of the Registrant as filed with the Ohio Secretary of
State on May 4, 1995 (incorporated herein by reference to Exhibit
4(b) to the Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended April 1, 1995 of the Registrant (File No.
0-10768) (the "Form 10-Q")).
2.4 Regulations of the Registrant (reflecting amendments adopted by the
shareholders of the Registrant on April 6, 1995) (incorporated
herein by reference to Exhibit 4(c) to the Form 10-Q).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
THE SCOTTS COMPANY
Date: December 21, 1995 By: /s/Craig D. Walley
Name: Craig D. Walley
Title: Vice President, General Counsel
and Secretary
EXHIBIT 1.1
[Specimen Stock Certificate - Face Side]
[vignette in compliance with New York Stock Exchange
rules at the top of certificate]
NUMBER SHARES
[ ] [ ]
CLASS A COMMON SHARES THE SCOTTS COMPANY CLASS A COMMON SHARES
WITHOUT PAR VALUE WITHOUT PAR VALUE
THIS CERTIFICATE IS INCORPORATED SEE REVERSE FOR
TRANSFERABLE IN UNDER THE LAWS OF CERTAIN DEFINITIONS
CLEVELAND, OHIO AND THE STATE OF OHIO
NEW YORK, NEW YORK
THIS CERTIFIES THAT CUSIP 810186 10 6
is the Owner of _________________
FULLY PAID AND NON-ASSESSABLE CLASS A COMMON SHARES, WITHOUT PAR VALUE, OF
The Scotts Company
transferable on the books of the Company by the holder hereof in person or by
duly authorized attorney upon surrender of this Certificate properly endorsed.
This Certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar.
Witness the facsimile seal of the Company and the facsimile signatures
of its duly authorized Officers.
Dated:
COUNTERSIGNED AND REGISTERED:
NATIONAL CITY BANK
TRANSFER AGENT AND REGISTRAR
[Circle containing the following:]
THE SCOTTS COMPANY
CORPORATE SEAL
BY 1994
OHIO
AUTHORIZED SIGNATURE
_______________________ _______________________
CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER
[Specimen Stock Certificate - Back Side]
THE SCOTTS COMPANY WILL MAIL TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT
CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF WRITTEN REQUEST THEREFORE, A COPY OF
THE EXPRESS TERMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE AND OF ANY
OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE SCOTTS COMPANY
IS AUTHORIZED TO ISSUE AT THE TIME OF SUCH REQUEST.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
UNIF GIFT MIN ACT - ______ Custodian ______
(Cost) (Minor)
under Uniform Gifts to Minors
Act ___________________
(State)
TEN ENT -- as tenants by the
entireties
JT TEN -- as joint tenants with
right of survivorship
and not as tenants
in common
Additional abbreviations may also be used though not in the
above list.
For value received, _______ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE ___________________________
____________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP
CODE OF ASSIGNEE.
____________________________________________________________________
____________________________________________________________________
____________________________________________________________ Class A
Common Shares represented by the within Certificate, and do hereby
irrevocably constitute and appoint _________________________________
____________________________________________________________________
Attorney to transfer the said stock on the books of the within-named
Company with full power of substitution in the premises.
[Specimen Stock Certificate - Continuation of Back Side]
Dated, ____________________
AFFIX MEDALLION SIGNATURE
GUARANTEE IMPRINT BELOW
______________________________________________________
______________________________________________________
ABOVE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATEVER.
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION SUCH AS A SECURITIES
BROKER/DEALER, COMMERCIAL BANK, TRUST COMPANY, SAVINGS
ASSOCIATION OR A CREDIT UNION PARTICIPATING IN A
MEDALLION PROGRAM APPROVED BY THE SECURITIES TRANSFER
ASSOCIATION, INC.